Pride Lands Mayhem! Revised
by Dede42
Summary: Dr. Whooves takes Derpy on a trip and they end up in the Pride Lands, where trouble is stirring. Can they help Simba keep the Pride Lands from falling into the paws of the hyenas, or will they fail?
1. Chapter 1: TRIP AND LIGHTS

Adventures of Dr. Whooves: Pride Lands Mayhem!

A/N: (Dede42 heads into the backyard and stares when she sees Pinkie Pie chasing Rarity around with familiar torture devices.)

Dede42: Um…

Pinkie Pie: You _broke_ your Pinkie Promise! You _never_ break a promise!

Rarity: I'm sorry! Waaahhh!

Dede42: (spots Timon and Pumbaa near the door of the writers studio) Why is Pinkie Pie chasing Rarity, and what's this about a broken promise?

Timon: Rarity said that the first revised chapter for _Pride Lands Mayhem_ would be posted today and it wasn't.

Dede42: (rolls her eyes) Geez, I take a nap to recover from working until after midnight at work and the whole world goes raving mad!

Pumbaa: If the first chapter gets posted, then maybe Pinkie Pie will stop chasing Rarity.

Timon: (snorts) What a stupid idea. Wait-

Dede42: Good idea, Pumbaa.

Timon: Hey!

Dede42: Hay is for horses, let's get that chapter posted to end this madness for today at least.

Timon and Pumbaa: Ok!

Read, review, and enjoy!

Disclaimer: I don't own anything from _My Little Pony: Magic is Friendship_. I just own any and all characters that I just happen create.

* * *

 **CHAPTER ONE: TRIP AND LIGHTS**

It was a bright, sunny day in Ponyville and Derpy was flying through the sky on her way to visit her newest friend, the resident time keeper known as Dr. Hooves. She knew, however, that this particular pony was a Time Lord from the planet Gallifrey, and she was keeping his secret since she knew that it was his secret to share.

Humming to herself, Derpy landed before the door, knocked on it a few times, and then she let herself into the house, where she headed straight to the lab.

* * *

In the lab, Dr. Hooves was lying on his back, his upper half hidden under a steampunk-looking machine, and he was tinkering with the wiring while quietly singing to himself. "I don't want to set the world on fire!"

 _Bang!_ Smoke came out from under the machine, followed by Dr. Hooves, coughing violently as he sat up, his face covered with soot. "Well _that_ shouldn't have happen," he grumbled, looking around for a cloth when the door opened and Derpy entered. "Hello, Miss Derpy, could you find me a cloth so I may clean my face."

"Ok." Derpy found a reasonably clean cloth and handed it to the Time Lord, who proceeded to clean his face off as he stood up. "Whatcha working on?" she asked, nodding to the still-smoking machine.

Dr. Hooves sighed, shooting the machine a disappointed look while tossing the dirty cloth aside. "Well, this machine was _suppose_ to be able to detect strange readings not related to magic," he explained, "but it decided to die on me instead." He shook his head. "Now I'll have to start all over again."

"Anything I can do to help?" Derpy inquired and followed the Time Lord when he went to some bins to start collecting items needed to rebuild the machine. "I don't know much about machines, but I can provide you with any tools you might need."

"I _do_ need that box of gears from up there," said Dr. Hooves, pointing to a box on a high shelf.

Eagerly, Derpy flew up and retrieved the box. "Here, anything else?"

Smiling, Dr. Hooves instructed her on what else he needed as he got rid of the damaged parts from the machine, and began rebuilding the interior. "Here are some other things I need…"

* * *

A few hours later, Dr. Hooves and Derpy were taking a break from working on the machine when he realized that he was missing a vital piece. "Darn!" he muttered, looking through a box filled with different kinds of crystals. "I'm all out of Chrysoberyl crystals."

"Maybe Rarity has some of those Chrysoberyl crystals, Doc," Derpy suggested. "She uses a lot of different kinds of gems with the clothes she designs."

Dr. Hooves shook his head. "No, no, unfortunately Chrysoberyl crystals aren't found anywhere in Equestria," he said and sighed. "Looks like we'll have to take a trip to a place where I _can_ find them."

"We?" Derpy repeated eagerly.

"Yes, Miss Derpy, you and I are going on a trip," Dr. Whooves confirmed, straightening his bowtie, which was blue today. "To the TARDIS!"

* * *

Minutes later, they were inside the time machine, where Dr. Whooves was programing their destination into a computer on the console. "Now, one of the best places to find Chrysoberyl crystals is in parts of Africa," he explained, moving around at a fast pace. "Problem is that it is in a different dimension and gaining access to those places isn't easy."

"So, how do we get to Africa?" Derpy asked, hovering over his shoulder to watch him work.

Without look, Dr. Whooves tugged on her tail so that she ended up in the chair, and he held up a clear, bluish crystal. "By using a Star Crystal," he informed her, inserting it into the console. "Using this, we can travel between universes without using up too much energy, and now… _off_ to Africa!" He pulled a lever, and the column in the center began moving.

They were off!

* * *

The sun was setting in the Pride Lands and meerkat named Timon and a warthog named Pumbaa were watching the sunset together so that they could watch the stars appear in the nigh sky. Although they were living in the Pride Lands with their own cave in Pride Rock, they still preferred to stay in outdoor spaces, and they were planning on returning to the jungle to check on the other meerkats that had gone to live there after Scar and the hyenas had been defeated.

"How much longer until the stars come out, Timon?" Pumbaa asked while relaxing on his back on the hillside.

"The stars should be coming out soon, ol' pal," Timon replied, also relaxing on his back and he was looking forward to their fun, ongoing, debate of whether the stars were actually fireflies stuck in the sky or balls of gas.

Just as the sun finished setting and the first stars started coming out, there was a sudden flash of light high above them, startling them. They both jumped to their feet and watched with wide eyes as there were more flashes of light, ranging from shades of blue and green to purple and red. Along with the flashes of colorful light, there were noises starting up, too.

"What's going on up there, Timon?" the warthog asked, feeling uneasy.

"I don't know, Pumbaa," the meerkat answered as the light display continued, and yelped when there was a particularly bright flash of blue/green light and something shot across the sky. "Look!"

They watched, their jaws hanging open as more objects appeared with each flash of colored light, and soon the strange objects were flying above their heads. They followed the objects with their eyes and saw that they were crash landing somewhere in the Outlands.

"Pumbaa, buddy," Timon said, climbing onto his friend's back, "I think we better let Simba know about this."

"Good idea." They headed toward Pride Rock while the light show continued far above them, and the strange objects continued falling into the Outlands.

What were those strange objects and why were they coming down in the Outlands?

* * *

A/N: I hope you like this and there will be another chapter tomorrow. Yeah, instead of replacing each chapter, I'm just going to post this as a new story since it'll be less stressful. R&R everyone!


	2. Chapter 2: NEW ARRIVALS

Adventures of Dr. Whooves: Pride Lands Mayhem!

A/N: (Pinkie Pie is still chasing Rarity around the backyard, when Dede42 steps out of the writers studio and calls out to her.)

Dede42: Pinkie, quit chasing Rarity around with those torture devices! I posted the first chapter of the revised version of _Pride Lands_ _Mayhem_ yesterday!

Pinkie Pie: (stops suddenly and drops the torture devices) Oh, ok! (she bounces away) Lalalalala!

Rarity: (stops and flops onto the ground, panting) You - you couldn't - have - told her - that - sooner?!

Dede42: (goes over and helps the grey unicorn up) Sorry, I wish I had, but I'm trying to keep Roleplayer48 happy since Timon is being a downer lately.

Rarity: Oh dear, what did he do?

Dede42: Let's go inside and I'll tell you all about it.

Rarity: Ok.

Read, review, and enjoy!

Disclaimer: I don't own anything from _My Little Pony: Magic is Friendship_. I just own any and all characters that I just happen create.

* * *

 **CHAPTER TWO: NEW ARRIVALS**

Out in the Outlands, a clan of hyenas lead by Shenzi, Banzai, and Ed, were awaken when there was loud boom, and Shenzi was the first to see a cloud of smoke rising out of the desert region near the volcano. She also saw the objects falling from the skies and toward the ground, causing more explosions, and this woke up the other hyenas.

"What's going on, Shenzi?" Banzai asked, yawning. "What's with all the noise?"

"I don't know, but we're going to figure it out," said Shenzi and when Ed began complaining along with the other hyenas, she growled at them, and they all headed for the volcano and the continued explosions.

* * *

When the hyenas finally reached the base of the volcano, the objects had stopped falling, and they found that the objects had landed in a large circle. There was a hundred large white pods half-buried in the ground and they were glowing softly.

"What _are_ those things?" Banzai asked quietly as the clan cautiously made their way down the slope to reach the circle. "Are they edible?"

"I don't know," Shenzi admitted, "but whatever they are, they're ours now." She moved until she was a few inches from one of the pods. She nodded to Ed, who picked up a stick with his teeth, he carefully poked the pod. They jumped back when the pod started glowing more brightly, flashing the colors blue, green, purple, and red.

The light show went on for several seconds that seemed to last much longer, and then the pod stopped glowing. With a clicking sound, a line appeared and the top of the pod split open and slid down, and a beam of white light shot out of the pod. A figure rose out of the pod, floated out of the light, which disappeared, and landed on the ground before the stunned hyenas.

The figure was tall, graceful-looking, with pale purple skin, large pink eyes, antenna growing from its' forehead, long white hair, and it wore a white gown inlaid with blue/green thread. The figure approached Shenzi, who was debating whether to run or fight, was surprised when the figure smiled and spoke in a musical voice.

"Greetings, Shenzi, daughter of Sheba," it said. "I am Selenite of the Petalite race from the planet Pearl."

"How do you know my name?" Shenzi asked suspiciously. "And how do you know my mom?"

"My people and your ancestors were once allies," Selenite explained. "Back when they ruled the Pride Lands and before the lion pride forced them out with some allies from a different realm."

Shenzi was surprised to hear this strange creature knew about her family history and yet she knew that she was right. Long before the first lion ruled the Pride Lands as king, the hyenas had ruled the land with an iron paw, and the leader of the hyenas had been her ancestor Sheba, and when the lion pride arrived from a distant land, the hyenas had tried to force them to bow.

However, the lions had called upon allies that weren't from Africa, and the resulting battle had forced the hyenas to flee the Pride Lands and take refuge in the Outlands, where they've been living ever since, minus the time that they had regain control of the Pride Lands when Scar murdered his own brother to become king.

"If what you say is true, then where have you been all this time?" Banzai demanded angrily, speaking up after he got over his shock. "It's been _centuries_ since _our_ ancestors were forced out of the Pride Lands by those blasted lions, and where were _you_?!"

"My people have been confined to Pearl by a powerful force and we have only recently been able to free ourselves," Selenite replied with a sad expression. "As you said, it has been centuries, but we are here now to help you take back what is rightfully yours, and we can reclaim what we have lost as well."

"And what's that?" Shenzi inquired, both curious and cautious since she and the other hyenas had trusted Scar, and he had betrayed them in the end.

"Before we were trapped on our own world, the Petalites ruled a grand empire of which the Pride Lands were once a part of," Selenite explained. "And we drew our power from from a type of crystal that is abundant. However, we do not have enough of these crystals, and if you let us help you take back the Pride Lands, Shenzi, we can have the crystals once again."

Shenzi turned to Banzai and Ed, and they quietly spoke to each other about the request, and she made the decision, turning back toe Petalite. "We've got a deal," she agreed and they shook on it. "So, how are we going to take back the Pride Lands?"

Selenite smiled. "I have a plan…"

* * *

Several days later, there was a trumpeting sound and the TARDIS appeared under a large tree. Once the light on the top stopped flashing, Dr. Whooves exited the time machine with Derpy at his side, and he locked the door while she looked around at the wide-open space.

"Wow, so much open space," Derpy commented, awed by the sight. "So, where in Africa are we?"

Dr. Whooves took a scan with his sonic screwdriver and checked the readings. "We're in the Pride Lands, and there seems to be some strange energy readings," he announced, frowning. "They seem familiar, odd…"

"Doc, can we explore before we get those crystals?" Derpy asked eagerly, pulling the Time Lord from his thoughts.

"Huh? Oh, oh of course we can," Dr. Whooves agreed. "In fact, we should visit Pride Rock first," he added, nodding to a large rock foundation in the distance. "That is where the lion pride live and we can meet their king."

"Uh, are you sure we should go near lions?" Derpy asked uncertainly as they started toward Pride Rock. "I mean, they eat _meat_."

"Don't worry, Miss Derpy," Dr. Whooves said reassuringly. "The lions are ruled by a just and loyal king, who has been friends with the Time Lords for centuries, and they are also friends with Princess Celestia. So there is nothing to worry about." He was, however, startled when a red/black beetle scurried out of the grass, being chased by a meerkat and a warthog. "Oh my!"

Timon, who'd been about to pounce on the beetle, suddenly stopped and ended up getting flatten by Pumbaa, who didn't stop in time. "Pumbaa get your rear end off of me!"

"Oh, sorry," said the warthog, quickly getting off his friend.

The meerkat got up and dusted himself off before facing the two ponies. "Who or what are you two?" he inquired.

"My name is Dr. Whooves and this is my friend Derpy," said Dr. Whooves. "We're from Equestria and are here to-"

"Equestria?!" Pumbaa exclaimed. "Then do you both know Sunrise Blossom?"

"Er, yes, yes we do," the Time Lord confirmed, taken aback.

The warthog looked at the meerkat eagerly. "You hear that, Timon? They know Sunrise Blossom!"

"I heard, Pumbaa," said Timon, shooting his friend a look before returning his attention to the two ponies. "We met Sunrise Blossom a while back and if you know her, then you know how she's doing?"

"Oh yes," said Derpy. "She runs the Apothecary in Ponyville and she's really nice and friendly."

"It's great to hear that she's doing well," said the meerkat. "So, what brings you both here to the Pride Lands?"

Dr. Whooves explained about the type of crystals he and Derpy were there to find and how they were going to visit Pride Rock first. "I thought visiting the King would be the best first action to take," he concluded.

"Any other time that would be the right idea," Timon agreed. "Unfortunately, the royal family left on a trip and they won't be back for a while. Which is a shame since odd things have been going on these past few days."

"What kind of odd things?" Derpy asked.

Pumbaa answered the question before the meerkat could. "There were strange lights several nights ago," he informed the two ponies.

Dr. Whooves' ear twitched at the words "strange lights". "Really, and what kind of lights were they?" he asked since that could mean a number of things, and not all of them were good.

"Why do you want to know about some strange lights?" Timon questioned, eying the Time Lord suspiciously. "Do you know something about them?"

"I might, but that depends on the lights," Dr. Whooves replied. "Why don't you both tell me about them?"

The meerkat considered this and then gestured the warthog aside to speak with him quietly. "What do you think, Pumbaa? Do you think we can trust these ponies?"

"They're friends of Sunrise Blossom," Pumbaa pointed out. "So, I think we can trust them."

"Hmm, let's take them to see Rafiki," Timon suggested. "That monkey might be able to enlighten these ponies on the lights better then you and me." He turned to the ponies and his stomach chose to grumble at that particular moment. "Oops, we were looking for lunch when we ran into you two," he said sheepishly. "Would you both like to join us?"

"Sure!" said Derpy. "Come on, Doc!"

"Very well."

* * *

A/N: Here's a chapter to cheer you right up, Roleplayer48, and if Timon tries to bring you down again, just sic Discord on him. See you tomorrow! Later! ;)

R&R everyone!


	3. Chapter 3: AN OLD THREAT

Adventures of Dr. Whooves: Pride Lands Mayhem!

A/N: Here's the next chapter and I'm glad that you're feeling happy again, Roleplayer48. Question: I know that you like a certain rat from _The Great Mouse Detective_ , so tare there any other Disney villains you like? If so which ones? And dod you like any non-Disney movies? I'm just wondering and if you do, I might be able to use them for future Dr. Whooves stories. See you tomorrow! Later! ;)

Read, review, and enjoy!

Disclaimer: I don't own anything from _My Little Pony: Magic is Friendship_. I just own any and all characters that I just happen create.

* * *

 **CHAPTER THREE: AN OLD THREAT**

After having lunch, where Dr. Whooves and Derpy politely declined the bugs and grubs that Timon and Pumbaa offered them, but the pegasus did share with them some blueberry muffins she'd baked in one of the kitchens in the TARDIS, which the meerkat and the warthog found enjoyable, the group traveled to a large and ancient baobab tree, where Rafiki was in conference with Zazu about recent troubles that'd been developing in the Pride Lands ever since the strange light show several nights ago.

* * *

"The report from the underground is that there has been five more disappearances," Zazu reported. "There are no bodies, so the hyenas aren't killing the missing animals."

"Very peculiar behavior for the hyenas," Rafiki remarked thoughtfully. "It's rare for hyenas to kidnap animals and the timing is strange, too. Strange lights in the sky, objects falling into the Outlands, and now with the hyenas entering the Pride Lands, animals are disappearing without a trace. Very peculiar indeed."

Just then, he heard a rapping on the trunk of the tree, and the mandrill dropped through the branches with his staff to find the group waiting below. "Well, well, visitors," he commented, landing on one of the large roots. "Who are your new friends, eh?" he inquired as Zazu flew down and perched on a different root.

"This is Dr. Whooves and Derpy," Timon said, doing the introductions. "They're from the same land as Sunrise Blossom, that orange pony Pumbaa and I met a while ago when we rescued her from the desert," Timon explained. "They're friends of her, and they are good folks."

"You really expect me to believe that story?" Zazu inquired, eying the two ponies suspiciously. "For all we know, _they_ could be behind the disappearances."

"Now, now," said Rafiki, lightly rapping the bird on the head with his staff. "Let's not jump to conclusions before we know the full story. I met Sunrise Blossom and she's very real." He smiled at the ponies. "I am Rafiki and this is Zazu, welcome to the Pride Lands, although I fear your timing isn't the best."

"Timon and Pumbaa did mention strange lights in the sky," said Dr. Whooves. "And now there are disappearances, too? If you can tell me about what has been going on, then it is possible that we might be able to help."

Although Zazu was still skeptical, Rafiki nodded and proceeded to explain about the strange lights that'd appeared in the night sky several days ago, along with the strange objects that had fallen from the sky and into the Outlands, and the recent sightings of the hyenas. "…and after every sighting so far, an animal has gone missing," he concluded. "We know that they are still alive since no bodies have been found as yet. And while the hyenas have made attempts in the past to take over the Pride Lands, this isn't like them at all."

"It is certainly troubling," Dr. Whooves agreed, mulling over the information, "and I'm afraid that there might be a dark force behind these disappearances."

"A dark force?" Zazu repeated. "What kind of dark force would want to help the hyenas and harm the Pride Lands?"

"The kind that draws its' strength by forcefully taking it from others, my dear Zazu," Dr. Whooves replied. "One that has been here once before, a _very_ long time ago."

Rafiki sighed upon hearing this and shook his head. "I was afraid it would be something like that."

"What do you mean by that?" Timon asked, looking very confused. "Doc here is telling the truth about things that had been here a _long_ time ago?"

Rafiki nodded, hopping off the root. "He is telling the truth," he confirmed, "and I will show you that truth." He started heading toward Pride Rock. "Follow me, Rafiki will show you the way." And the group followed him.

* * *

"I've never been down here before," Zazu remarked, following the mandrill to an opening that was at the base of Pride Rock.

Rafiki hushed him and lead them into a tunnel that went under the massive rock.

* * *

Eventually the tunnel opened into a large cavern, where the walls were covered with all kind of artwork, and Rafiki stood in the middle of the cavern, perched on a large rock. Once the group was inside and gathered around him, he began to speak, straightening up so that he was standing on the rock, and waved his staff around at the artwork.

"This is where the full history of the Pride Lands is kept," he explained and around them, some of the artwork came to life thanks to his magic. "Long before the first lion pride came to these lands, they were controlled by the evil of the hyenas and their allies, the Petalite, a race from a distant world, which drew its strength and power from the energy of others. While the hyenas ruled without mercy, the Petalites would choose the strongest of each animal species and seal them in special crystals, where they would fall into an eternal sleep while their energy was drained away.

"This went on for years until the first lion pride came to the lands, and it was here that the lion pride called upon races from distant worlds and realms to aid in freeing the animals from their imprisonments of both the hyenas and the Petalites. Among these allies was an alien race that called themselves Time Lords, and from Equestria came Princess Celestia and Princess Luna with their armies. Working together, the hyenas were driven out of the Pride Lands and into the Outlands, while the Time Lords sealed the Petalites away on their homeworld, Pearl, in what they called a time lock to ensure that they would never return."

When the artwork returned to the walls, there was a stunned silence in the cavern that lasted for what felt like forever, but was really only a few minutes before it was broken by Timon.

"Whoa, _whoa!_ So you're saying that these Petalite creatures are back and they're with the hyenas?" he asked.

"It would appear that they," Rafiki agreed and turned to the Time Lord. "I take it that _you_ are a Time Lord, Doctor?" he guessed and the pony nodded. "Ah, I thought as much, and you probably know how it's possible for the Petalites to have escaped the Time Lock?"

Dr. Whooves sighed. "It isn't easy, but it has been known to happen," he replied. "Some time ago, my people went to war with another race that affected all of time and space, and it could be possible because of this time war, that the time lock on the planet Pearl weakened to the point that the Petalites were able to break free, and if this is true, then they are helping the hyenas steal animals so that they can take away their energy to become strong again."

"Can we stop them, Doc?" Derpy asked.

"Don't call me Doc, but yes I believe that we can stop the Petalites," Dr. Whooves said without heat, for he was starting to get use to the pegasus calling him 'Doc'. "I will need to return to my TARDIS, that's the blue box that was near where you found us, Timon, Pumbaa," he added. "It has equipment that I can use to stop the Petalites before they can get too strong."

"Good, and I will send word to the patrols to keep an eye out for these _Petalites_ along with the hyenas," said Zazu, and he flew out of the cave.

Timon and Pumbaa were sharing uneasy looks, but they decided to go with Dr. Whooves and Derpy back to the TARDIS to get the equipment while Rafiki went back to his tree to prepare for what was to come next.

* * *

A/N: As always, I hope you enjoy the changes Timon, Pumbaa, and I have made. Oh, and I'm all done with updating the fanfics I've written so far, and I'm currently writing a new adventure where Dr. Whooves, Derpy, and Sunrise Blossom will be visiting the _House of Mouse_. Later! ;) R&R everyone!


	4. Chapter 4: AMBUSH!

Adventures of Dr. Whooves: Pride Lands Mayhem!

A/N: (In the writers studio, Sunrise Blossom is watching Dede42 through a window as the woman argues with her accountant. She glares at the nearby clock and then looks round when Rarity enters through the special door.)

Sunrise Blossom: Hey, Rarity.

Rarity: Morning, Sunrise. Where is Dede42?

Sunrise Blossom: (nods to the window) She's outside and arguing with her accountant.

Rarity: Oh dear, and i thought he would've backed off after pancaked twice.

Sunrise Blossom: Same here. (she glances at the clock again)

Rarity: Why are you looking at the clock, Sunrise?

Sunrise Blossom: When her accountant showed up, Dede42 asked me to set up a plan that'll go off in the next minute or so to scare him off if he doesn't leave on his own.

Rarity: Oh, and why are they arguing this time?

Sunrise Blossom: He doesn't like that the fact that Dede42 has spent a lot of money to go on a vacation in 9 days.

Rarity: Well, that's just rude of him.

Sunrise Blossom: I know. (she glances up at the clock again) Ok, it's time.

(Outside, Dede42 is still arguing with her accountant when Pinkie Pie suddenly goes running by with her tail twitching.)

Pinkie Pie: Twitchy tail! Twitchy tail!

Dede42: Run! (And she runs inside the writers studio.)

(Before the accountant can run, Rainbow Dash suddenly flies over and starts dropping water balloons, and he flees, screaming as he gets soaked by the water balloons.)

Dede42: Yes! Now, how about we have a water party with the remaining water balloons?

Rarity and Sunrise Blossom: Sure!

Read, review, and enjoy!

Disclaimer: I don't own anything from _My Little Pony: Magic is Friendship_. I just own any and all characters that I just happen create.

* * *

 **CHAPTER FOUR: AMBUSH!**

Meanwhile in the Outlands near the volcano, Shenzi and her clan was feasting on a special type of meat provided by the Petalites, which was making them stronger and faster then before. Apparently this was the kind of meat that their ancestors had eaten according to Selenite, who was leader of the Petalites, and it was better then the meat found on the animals in the Pride Lands.

Shenzi didn't care, just like she didn't care of what the Petalites were doing with the animals that they were collecting with each raid on the Pride Lands. All that matter was that their new allies were growing stronger thanks to them, and that the time was fast approaching when they would be able to take over the Pride Lands once again.

' _I'll rule the Pride Lands the way that my ancestors ruled, and I'll use the Royal family as rugs in my chambers,'_ Shenzi thought smugly. She glanced briefly at the white web-like structure that the Petalites had built near the base the volcano and then she went back to eating his meat, eager to go on another raid, which she hoped would lure out members of the lion pride.

* * *

In the structure, the Petalites were placing a family of monkeys that had been captured in the last raid into a collection of clear crystals, which began glowing once they were sealed, and the monkeys all began the slow descent into an enteral sleep as their energy was slowly and gently drained away.

Selenite watched all of this and nodded in approval at the five long rows of stasis crystals that were holding the sleeping animals, and they were all glowing. The energy was being drawn through tubes that were connected to odd-looking pale blue machines that were buzzing and manned by members of her race. And high above them was a white orb, which was being filled with the energy.

"How are the energy levels?" she inquired of one of the scientists manning the machines.

"They're growing steadily, my Queen," the scientist answered, gesturing to one of the screens that was indeed showing that the green symbol for the energy levels was moving upward. "At this rate, we will be back to full strength within a fortnight."

Selenite was pleased. "Good, let me know if there are any changes," she instructed before turning back to look at the stasis crystals. _'Soon, soon we will reclaim our empire, and our enemies will pay for what they_ did _to us so long ago.'_ She was one of the last surviving members of the Royal Family of Pearl, and she'd been planning her revenge for a _very_ long time.

Before the fall of her people, the Petalite Empire had controlled nearly the entire universe and a large number of neighboring dimensions when the lion pride had ruined everything with their allies, the Time Lords and two Princess from a different dimension. Because of them, the Petalite Empire had collapsed when their subjects rose up against them, and they had ended up being imprisoned on Pearl thanks to a Time Lock.

' _No longer,'_ Selenite thought with an evil smile. _'Thanks to that Time War, the Time Lock broke, and we shall_ have _our revenge.'_

* * *

Back in the Pride Lands, Zazu was flying through the eastern plains, patrolling the area while the other areas were patrolled by various animals that were part of the security for the Pride Lands. He was still skeptical about the two ponies, but since it was clear that the Time Lord knew about the enemy that had allied itself with the hyenas, he knew that they could be trusted.

' _I wish the royal family hadn't left,'_ he thought sourly. _'They could be dealing with this problem instead of me, Rafiki, and the slackers Timon and Pumbaa.'_

* * *

In a different part of the Pride Lands and not far from Pride Rock, Dr. Whooves began constructing a device that would help stop the Petalites and free the missing animals from their clutches before it was too late. Derpy was helping him build the device by handing him the right tools he requested while answering Timon and Pumbaa's questions about Equestria, how Sunrise Blossom was doing, and what it was that the Time Lord was building.

"Do you even know what he's building?" Timon asked the pegasus from his perch on a nearby rock.

"Nope, but if it does what he says it does, then that's good enough for me," Derpy said cheerfully. "So, how did you both meet Sunrise Blossom anyway?"

Timon grinned and both he and Pumbaa shared with Derpy of how they found the orange unicorn in the desert after 'bowling for buzzards' and, after arguing a bit, had taken her to their place in the jungle to look after her until she recovered. "I admit, that I thought she was a spy of some kind, but it turns out that she's a great gal. I just wish we could've taken her on one of our virtual safari rides."

"Actually, it's probably a good thing that we didn't take her on one of the rides," said Pumbaa. "They never really end well for us."

"How so?" Dr. Whooves asked while working on the device.

So, Timon and Pumbaa shared with them about their virtual trips that always seemed to end with them falling off cliffs, down holes, going over waterfalls, or getting dragged into a whirlpool for some strange reason that they hadn't been able to figure out no matter how much they try.

"So, what will this thing do to the Petalites?" Timon asked, watching the Time Lord work on a device that seemed to be made out of random bits that were nothing like anything he'd ever seen anywhere in the Pride Lands.

"It will distract the Petalites long enough for us to free the captured animals," Dr. Whooves answered, using a welder to solder a pair of wires together. "I've build this kind of device before, so it should work."

"Should?" the meerkat repeated skeptically. "It hasn't before in the past?"

The Time Lord frowned. "It was only the one time and it worked perfectly last time," he insisted.

"If you say so."

* * *

By the time that Dr. Whooves had finished building the device, Gopher popped out of the ground, startling them.

"Urgent news from the Underground, Timon," said Gopher, saluting.

"What is it?" Timon asked, concerned.

"Hyenas have been spotted heading for Zazu in the eastern plains! And both your ma and your Uncle Max are with him!"

The meerkat felt his heart sink with fear. "We need to get there right away and save my ma!" he exclaimed. "Inform anyone else you can find," he added and Gopher disappeared into the ground while he hopped onto Pumbaa's back. "Go! Go!"

Nodding, Pumbaa took off with Dr. Whooves running after him while Derpy took to the air, carrying the device for the Time Lord.

* * *

Over in the eastern plains, Zazu was talking with Ma and Max on a rock. He'd come across the two meerkats and had decided to check on them since they usually didn't leave the jungle all that often since moving there.

"I'm surprise that you can't find those kinds of bugs in the jungle," Zazu was remarking to the bugs that that Max was struggling to keep inside a covered bowl made out of vines.

"These types of bugs prefer tall grass," Ma replied, finally taking the bowl and easily sealed the cover. "And I plan to give them to Timon and Pumbaa as a surprise at dinner."

"That sounds like a great i-" Zazu began when he suddenly went stiff, looking around with an intense expression.

"What is it?" Ma asked, looking at the bird questioningly while Max looked around uneasily. "Zazu?"

"We're not alone," Zazu said quietly. "There's something out there."

Both Ma and Max looked around and they were starting to get a bad feeling since they could feel unseen eyes on them. "What so we do?" she asked, keeping her voice low.

"Act naturally," Zazu advised, nodding in the direction of Pride Rock. "Like nothing is wrong." And he took to the air in a casual manner while the two meerkats hopped off the rock they'd been on and they casually followed after him, fully aware that there were shapes heading toward them through the grass and from the direction of the nearby bushes. They hadn't gotten very far when the first of the hyenas leapt out of the grass toward them.

While Max screamed and cowed, Ma threw the covered bowl at the hyena, and the bowl exploded, overing the creature's face with bugs. While it was distracted by the bugs, Ma grabbed Max's hands and they ran for the nearest hole – only to have their way blocked by Shenzi, Banzai, and Ed, who was giggling madly.

"Hello, _Uncle Max,_ " Banzai sneered as they circled around the two meerkats. "How's my favorite _chew toy_?"

Max just whimpered fearfully while Ma glared at the hyenas as they encircled them while two were chasing Zazu, trying to catch him. How were they going to get out of this jam?

* * *

A/N: Oh dear, this doesn't look good does it? R&R everyone!


	5. Chapter 5: ABDUCTION!

Adventures of Dr. Whooves: Pride Lands Mayhem!

A/N: This certainly is the month for people taking vacations, and I hope you do enjoy your holiday, Roleplayer48.

Read, review, and enjoy!

Disclaimer: I don't own anything from _My Little Pony: Magic is Friendship_. I just own any and all characters that I just happen create.

* * *

 **CHAPTER FIVE: ABDUCTION!**

Zazu flew circles around the hyenas that were trying to capture him and when he saw that the meerkats were in trouble, he dodged his attackers, and flew over, racking his claws across Shenzi's head, making her yelp in pain, and Ma ran into the grass with Max at her side.

However, they were having troubles trying to escape the hyenas since they were moving faster then usual, and they were able to track them faster, too.

* * *

As the chase kept going, Selenite and five other Petalites were watching and waiting for their chance to go in and capture the two meerkats and the bird for themselves. Discovering the advisor of the lion pride so far from Pride Rock was an opportunity that couldn't be passed up, and Selenite was certain that with the energy from the three animals, they would meet their goal that much quicker.

"My Queen," said one of the Petalites, concern in his voice. "If we let this chase go on for too long, the three subjects won't have enough energy left for our purposes."

"Do not fear," Selenite said reassuringly, watching the fight progress. "These three have more then enough energy for our purposes, and we shall make our move soon."

The Petalite wasn't convinced, but he wasn't about to disagree with his Queen, for the last time someone had disagree with Selenite, that person had never been seen again, and he wasn't willing to suffer the same fate. He was about to return his attention to the chase when a gem on his wrist began flashing and he touched it, his large eyes growing large when he read the readings.

"My Queen! There are others heading this way, and there is a Time Lord among them!"

Selenite faced him while a small chill of fear raced down her spine. "A Time Lord? Are you sure?" she demanded. She knew of the Time Lords since they had been the ones responsible for trapping her people on Pearl because of the Time Lock, and she'd heard that the Time Lords had been wiped out in the last Great Time War against the Daleks. But if one of them was still alive…

"Yes, there is a Time Lord heading this way," the Petalite confirmed after double-checking the readings. "My Queen, if there is a Time Lord, then that means that ponies from Equestria won't be far behind," he warned.

"Do not worry, I have a plan should that happen," Selenite promised him. _'And it is a grand plan indeed.'_

* * *

Flying ahead, Derpy saw the chase and hurried back to the others. "I found them! They're being chased by the hyenas!" she called out and tossed the device to Dr. Whooves, who caught it and veered off to find a good place to set up for when the Petalites did show up, and the pegasus picked a bunch of berries, which she began throwing at the hyenas, making them scatter.

"Gang way! Coming through!" Timon shouted as he and Pumbaa went plowing through the hyenas, which were sent flying like bowling pins. "Bowling for hyenas! Yeehaa!"

"Not _these_ idiots again," Shenzi grumbled as she dodged the warthog and the berries being thrown at her by the pegasus, and she'd never seen a flying horse before, so she didn't know what to make of the situation.

* * *

While this was going on, Pumbaa caught up with Ma and Max, who were quick to jump onto his back so that they were seated behind Timon. Zazu, however, was still being chased by Ed when Rafiki suddenly appeared and whacked the hyena over the head with his staff, and he went all Kung Fu on the other hyenas, making them scatter.

Just then, there was a flash of brilliant light and a group of Petalites appeared.

The sudden arrival of the Petalites stunned them, but then Dr. Whooves jumped in front of the aliens and activated his device with a shout. "Geronimo!" The dish on the device began glowing and unleashed a beam of bluish light that hit the Petalites, and it was clearly causing them pain as they began screaming and twisting violently. "It works! Now to get out of here!" And he raced after the others with the device.

* * *

The group ran from the area and traveled quite a ways before coming to a stop near a large rock and both Derpy and Zazu landed just as Timon, Ma, and Max all slid off Pumbaa's back, and he hugged them both. "Oh heavens that you both are safe!" he gasped, tears leaking from his eyes. "I would _never_ forgive myself if something _ever_ happen to you, Ma, Uncle Max."

"We're safe now, and that's what's matter, sweetie," Ma reassured her son, returning the hug. "Now, who are your new friends?"

Beaming, Timon introduced both Dr. Whooves and Derpy, and they all were unaware that Selenite was sneaking up on them with a second group of Petalites. She figured that the group wouldn't stay in the same area for very long, and she'd prepared for the moment.

"This isn't over _yet_ ," she announced, making the group jump, and she threw a white gem-like object on the ground.

There was an explosion of brilliant white light, which blinded the group for several hour-long seconds, and when it faded, there was no sign of the Petalites. As the group recovered their sight, they realized that some of their numbers were missing.

"Zazu!"

"Ma! Uncle Max!"

"Derpy!"

Dr. Whooves looked around with alarm when he realized that his friend was missing. "Derpy! They took her!" _'Not again! Please don't let me lose another friend!'_

* * *

A/N: Oh dear, looks like Timon will go crazy in the next chapter. R&R everyone!


	6. Chapter 6: RENEWED HOPE

Adventures of Dr. Whooves: Pride Lands Mayhem!

A/N: Surprise! A third chapter since I didn't want to leave you on such a cliffy. More chapters tomorrow. Bye! ;)

Read, review, and enjoy!

Disclaimer: I don't own anything from _My Little Pony: Magic is Friendship_. I just own any and all characters that I just happen create.

* * *

 **CHAPTER SIX: RENEWED HOPE**

Sounds of of shouts and struggling caused Derpy to wake up and she found herself lying on her side on the floor of a white web-like structure. Lifting up her head, she saw Zazu, Ma, and Max shouting and struggling as they were being shoved into a large crystal by five of the Petalites, several of whom were nursing bleeding cuts on their arms from being clawed and pecked by Zazu, and their white clothing were being stained with dark blue blood.

Despite their best effort, the moment the crystal was sealed, it started glowing, and both meerkats and the bird fell fast asleep as their energy was slowly and gently drained away. Selenite turned to the scientist at the machine. "What are the energy readings?"

"They are climbing up faster then before, My Queen," the scientist reported, surprised and impressed. "At the current rate, we will meet our goal that much sooner."

Selenite was pleased to hear this. "Good, keep me updated," she instructed.

Having seen and heard enough, Derpy got to her hooves as quietly as possible, spotting a possible opening above her, and she immediately started flying toward it. She was only a foot away when-

 _Yank!_ She was suddenly pulled out of the air and landed back on the floor with a pained grunt. Lifting her head again, she saw that something white and web-like was wrapped around her back legs, and that the other end was being held by Selenite. _'I_ almost _got away,'_ she thought, grimacing as the Petalite Queen drew closer to her. "I don't suppose I could convince you to let me and the other animals go?" she asked hopefully.

"You can try, but it won't change anything," Selenite said with fake kindness and she nodded to one of the nearby Petalites, who proceeded to wrap up the pegasus and hanged her from a ledge on the nearest wall. "Especially since you're going to be bait to lure in that Time Lord, plus whoever else he might recruit from around the Pride Lands and even from Equestria."

"Why are you doing this?" Derpy asked while trying to figure out how to free herself in order to warn Dr. Whooves that the Petalites were setting up a trap.

Selenite smirked. "I guess that it won't do any harm to tell you," she remarked. "A very, very, _very_ long time ago, my ancestors discovered that the crystals that were growing on Pearl could be used to focused to either enhance one's abilities or even drain energy from other beings. Using these crystals, my ancestors spread throughout the universe, creating an empire that was intended to last for eternity, and it would've had it _not_ been for the lions coming to the land of the hyenas and becoming allies with the likes of the Time Lords _and_ both Princess Celestia and Princess Luna. Thanks to _them_ , my people were trapped on Pearl for _centuries_ , reliving the same moments over and over repeatedly, for that's what a Time Lock does to race. If it hadn't been for the Time War, my people would still be trapped and slowly dying. Now, through my leadership, the Petalite Empire will rise once again."

' _Doctor, I hope you can get here soon and stop these horrible people,'_ Derpy thought, being only able to watch as the Petalites continued their work, whatever that was. _'Please hurry, Doc! Please!'_

* * *

Having retreated to Pride Rock, Rafiki was sitting on a rock and doing some meditating while Dr. Whooves was pacing with a frantic expression on his face, and Pumbaa was physically having to restrain Timon – well, the meerkat was having to teach the warthog how to restrain him.

"Why I oughtta… let me at 'em! Let me at 'em!" Timon shouted and then he handed his tail to Pumbaa. "Here; hold me back."

"Okay!" said the warthog, putting his hoof on the meerkat's tail.

Approving, Timon went back into angry mode and waved his fists around. "Let me at 'em! Let me at 'em!"

Pumbaa immediately removed his hoof from his friend's tail. "Okay!"

Timon staggered and turned to the warthog. "I think you're missing the point here."

"Uh…"

Shaking his head, the meerkat turned to the Time Lord. "Hey, that device you used earlier, Doctor, can you use it on the Petalites again?" he asked.

"Of course I can," the Time Lord confirmed testily. "But that isn't important if we _don't_ know where the Petalites took your mother and uncle and my friend," he snapped.

"The hyenas live in the Outlands, and there's where the objects that the Petalites came in also landed," Pumbaa remarked. "So, it's possible that those who have been taken are in the Outlands."

"But the question is _where_ in the Outlands?" Rafiki wondered, opening his eyes to look at them. "That region is fairly extensive and it'll take too long to search it all, even with the help of every bird in the Pride Lands and the Underground network."

' _Curses!'_ Dr. Whooves thought, resuming his pacing and was trying to come up with a way to figure out how to find the missing animals. He was _so_ focused on the problem that he wasn't paying attention to where he was stepping, and he ended up tripping on a rock. "Oof!"

"Are you ok?" Pumbaa asked, helping the Time Lord up.

"Yes, yes I am," said Dr. Whooves dryly, brushing himself off and retrieved his sonic screwdriver, which had fallen out of the pocket of his tweed coat, and a lightbulb went off in his mind. "Of course!"

"What is it?" Timon asked, looking at the Time Lord questioningly.

Dr. Whooves felt like kicking himself for forgetting. "When Derpy and I first arrived, I took a scan of the area," he explained, activating his sonic screwdriver so that the tip glowed green, and the animals stared at it in awe. "When I did the scan, I picked up several strange energy readings, which were familiar since they belong to the Petalites, and if I'm right, then I can use these readings to locate the base of the Petalites!"

Rafiki felt his hope renewed. "Tell us what we can do to help," he requested.

Dr. Whooves beamed. "Oh, I got an idea…"

* * *

A/N: And knowing the Doctor, it's going to be an entertaining plan. See you tomorrow! ;) R&R everyone!


	7. Chapter 7: RESCUE TIME!

Adventures of Dr. Whooves: Pride Lands Mayhem!

A/N: Here's the next chapter and it's interesting that you should mention July 21st, Roleplayer48, for that is the day that I will be going on my vacation, too. Funny isn't it?

Read, review, and enjoy!

Disclaimer: I don't own anything from _My Little Pony: Magic is Friendship_. I just own any and all characters that I just happen create.

* * *

 **CHAPTER SEVEN: RESCUE TIME!**

In the base of the Petalites, the aliens were busy with the machines and ignoring Derpy, who was still trying to figure out how to free herself from the webbing, and she was certain that she could probably get one leg free when the white orb that was hanging high above them started glowing _very_ brightly. The scientist manning the machines let out a shout of delight.

"We are at full power, My Queen!"

Selenite was pleased to hear this. "Perfect."

Shenzi, who'd been eating some of the special meat with her clan, looked up at her questioningly. "Full power for what?"

"For the completion of my _true_ plan," Selenite answered as she faced the glowing orb while spreading out her arms and the other Petalites did the same.

Their antenna started to glow and streams of white light began flowing from the orb and toward them-

"Excuse me," said Dr. Whooves as he entered the structure and the Petalites turned to face him while the streams of light retreated back into the orb. "Am I in the residence of the Petalites?" he inquired while winking at Derpy, who was just happy to see him. "Yes, I do believe that I _am_ in the right place."

"You are the Time Lord," said Selenite as she and the Petalites moved to surround him. "You're a _fool_ to come here on your own."

"Normally that would be true," Dr. Whooves agreed, "but what makes you think that I'm alone?"

Selenite wasn't sure of what he was talking about until a flashing red alarm went off and the glowing orb began to fade. "No!" she shrieked and turned to find that Timon and Pumbaa had snuck into the structure were freeing the trapped animals from the crystals. "Stop them!"

The Petalites and the hyenas charged forward to stop them, but the Time Lord activated his device, which left the aliens twisting in pain once again, and both Timon and Pumbaa, and the freed animals, which included Ma, Max, and Zazu, sprang forward, engaging the hyenas with Timon riding on Pumbaa's back as they went 'bowling for hyenas' once again.

"This is for hurting my Ma and my uncle!" Timon called out as Shenzi, Banzai, and Ed were sent flying into one of the walls. "Wahoo!"

Putting the device on a ledge so that it could keep the Petalites in one place, Dr. Whooves hurried over to where Derpy was still hanging, climbing onto a large rock, and he used his sonic screwdriver to free the pegasus. "I got you, Derpy, I got you."

"I _knew_ you would come, Doc," Derpy said gratefully as they returned to the floor, and she glanced up at the orb, which was starting to change colors. "Uh, is it _suppose_ to do that?"

Dr. Whooves did a quick scan with his sonic screwdriver and frowned at the readings. "This makes no sense," he said, trying to make sense of them. "When Timon and Pumbaa freed the animals, the orb should've shut down, but it seems to be drawing energy from somewhere else. But where-? Oh no!"

At that _exact_ moment, the hyenas all suddenly collapsed, surprising the animals, and the Time Lord scanned the nearest one, which just happen to be Shenzi. "Their energy is being _drained_!"

" _Yes_ ," Selenite cackled as she managed to reach the device and smashed it to bits. "Shenzi was _foolish_ enough to believe that we would help her take back the Pride Lands, when the truth is that the special _meat_ I gave them, just made it possible to take _their_ energy instead." And the orb went blinding white once again. "Now, the time is _now!_ "

Once again streams of energy began flowing out of the orb and toward the glowing antenna of the Petalites.

"Everypony out of here now!" Dr. Whooves ordered and they all fled the structure as the Petalites began glowing as they absorbed the stolen energy.

* * *

The animals fled across the hard dry ground of the Outlands toward the border to return to the Pride Lands when there was a massive explosion of light and sound from behind that sent them tumbling across the ground so that they ended up stopping short of the border.

Groaning, Timon got up and looked back in the direction of the structure, but all he could see was a massive beam of white light shooting up into the darkening sky. "What just happen?"

"The evolution of the Petalites," Dr. Whooves explained with a grim expression. "It is the _real_ reason why they created their empire, to take energy from as many strong species as possible so that they could evolve into their final forms, and be able to take over all reality in every dimension. That's why my people, the Time Lords, used a Time Lock on their world to trap them."

"So, how are we going to stop them?" Zazu asked, concerned for every creature that would be affected if the Petalites were successful.

"We unite to stop them like in the past," announced a familiar voice and the group turned to see Rafiki standing on a nearby rock and with him was Princess Celestia, Princess Luna, and-

"Drax! Iron Bubble!" Dr. Whooves exclaimed, running up to two male pegasi, one had light purple skin, green eyes, and receding black hair, and the other pegasus had yellow skin, curly blue hair with pink streaks, and green eyes. "How is this possible? I thought you were both lost during the Time War."

"We were for a long time," Drax replied after exchanging hugs with his friend. "Somehow The Corsair and I got knocked into some strange dimension where we ended up being stuck with no sense of time or anything."

The Corsair nodded. "Yeah, and it was scary when somehow my TARDIS showed up, and I managed to get us out," he added. "By then, we learned about what happen to Gallifrey and chose to lie low for a while. We probably would've still be in hiding when we got your distress call to come here."

"Distress call?" Dr. Whooves repeated, frowning. "I never sent- oh." He blinked and chuckled. " _My_ TARDIS sent out a distress call on my behalf. Well, I'm glad you both are here, because we have a serious situation on our hooves."

"Yup, so let's teach these Petalites a lesson," Drax agreed.

* * *

A/N: Up next will be the finale. ;) R&R everyone!


	8. Chapter 8: VICTORY!

Adventures of Dr. Whooves: Pride Lands Mayhem!

A/N: Here's the final chapter, which I hope you will enjoy, Roleplayer48, and with the weekend starting tomorrow, I'll try to post a chapter or two to keep you entertained until Monday. If not, then I'm sure you can watch your favorite movies and shows with Sunrise Blossom and the others. ;)

Read, review, and enjoy!

Disclaimer: I don't own anything from _My Little Pony: Magic is Friendship_. I just own any and all characters that I just happen create.

* * *

 **CHAPTER EIGHT: VICTORY!**

After what seemed like forever, the beam of light disappeared, revealing that the structure had been destroyed and the Petalites were hovering above the unconscious forms of the hyenas. The Petalites had transformed into new beings that were both beautiful and deadly to behold:

Their skin wasn't pale purple anymore, instead it was a _very_ dark purple that was almost black, their long hair was now a _very_ dark blue that was almost black, and their large pink eyes were now an eerie red. They still had antenna growing out of their foreheads, but they were more hornlike and red/black. They now had black wings with red veins growing out of her backs. Even their clothing had gone from white outfits to black battle armor, and Selenite wore a black crown with blue, green, purple, and red gems on it.

"After waiting for _centuries_ ," she said with an evil smile that revealed that she now had vampire-like fangs. "We, the Petalites, will now _ascend_ and take this universe as our own. Come, my brothers and sisters, we have energy to consume." She started to fly into the sky with her people trailing behind her.

"Halt!"

Selenite stopped short and blinked, looking round for the voice, and smirked when the two Alicorn Princesses flew into view, their horns glowing with their respective magics. "Ah, the _Princesses_ of Equestria," she sneered. "I was _wondering_ when you both would show up to be beaten."

"We won't be the ones beaten today," Princess Celestia stated firmly, her eyes icy.

"You and your people will fall this day," Princess Luna added, her own eyes taking on an icy glint.

"We'll see," said Selenite and gestured her people forward. "Get them! Take their energy!" And the Petalites flew forward with her leading the charge.

Soon an arial battle was taking place and the Petalites were caught off-guard when flocks of various birds appeared to assist the two Princesses in their battle against the evil aliens.

* * *

Down on the ground, the three Time Lords were working quickly on building a new machine out of the wrecked remains of the machines that the Petalites had been using earlier. As they worked, Derpy was putting the unconscious hyenas in a safe place with the help of Rafiki while Timon and Pumbaa were keeping watch and reporting on the progress of the fight.

"The evil aliens are getting pounded," Timon reported, glancing over at Dr. Whooves, Drax, and the Corsair. "But even with the help of the birds, I don't think the Princesses can keep this up forever without that thingy you're building."

"We'll have it ready in time," the Corsair promised while attaching a screen to one side of the machine. "Just keep an eye on the battle and let us know if anything changes."

"Roger."

"This isn't going to work," Max moaned. "We're all going to die."

Ma patted his shoulder. "Don't worry, it'll work out like it always does," she said reassuringly while keeping her own fear at bay.

Once the last of the hyenas were put in a safe place, Derpy went to keep watch with the meerkat and the warthog while Rafiki checked on the machine being built by the three Time Lords. "Are you sure this will work?"

"Don't worry, my friend," Dr. Whooves assured him, looking up from the wiring and received a small shock as a result. "Ow! With this machine, we'll be able to banish the Petalites back to Pearl forever."

Drax, who'd been working underneath the machine, poked his head out and kicked his friend. "Not if you don't get that wiring done, Honor."

"Stop kicking me!"

"No!"

"Oh, grow up you two."

* * *

The ariel battle was becoming tense and even with the help of the birds, both Princesses knew that they could only keep this up for so long before they used up their respective magics.

"Keep them busy, my sister!"

"I _am_ , my sister!"

* * *

"Done!" Dr. Whooves shut the side of the machine and Drax pushed a button, resulting in the machine powering up and not exploding. "It's working!"

"Good!" said Pumbaa with an alarmed expression. "'em Princesses are about to be overwhelmed!"

And sure enough, Selenite and the other Petalites had managed to chase off the birds and they were converging on Princess Celestia _and_ Princess Luna.

Nodding to the Corsair, who began typing commands into the machine, Dr. Whooves raced onto a nearby rock and triggered his sonic screwdriver, which let out a loud warble that sent the Petalites wheeling around with yelps of pain before they focused on him.

"Oy! Why don't you dumb bats pick on someone your own sizes!" the Time Lord called and when the Petalites came after him, he ran back toward the machine. "Get ready! Here they come!"

Derpy, Ma, Max, and Zazu began hurtling all kinds of hard fruit and rocks at the Petalites, forcing them to dodge the missiles to avoid getting hit, and this went on for several minutes before the animals retreated to a point behind the machine.

"You all will _pay_!" Selenite shrieked angrily as she and her people came into range of the machine. "Your energy will belong to us!"

"Not this time!" said the Corsair, slamming his hoof on a button and the machine let out a beam of light that shot over the heads of the advancing Petalites, and it opened a massive portal behind them. "Now!"

Dr. Whooves pushed a button on the machine and yanked on a lever, resulting in the machine sending out a massive shockwave of energy that slammed into the Petalites.

"No!" Selenite screamed as she and her people were sent hurtling into the portal, which closed behind them.

"We did it!" the group cheered and hugs and high-fives were exchanged.

* * *

When the sun rose the next morning, everything was back to normal and it was clear that Shenzi, Banzai, Ed, and the members of their clan had no memory of what had occurred the last few days, which the Time Lords had suspected would happen after consuming so much of the so-called meat and having their energy drained.

"So, they'll be back to their typically selves," Pumbaa guessed. "Shame, I was kinda hoping they would've learned something from this experience."

"Maybe someday they will," Rafiki remarked with a slight smile.

"I doubt it," Timon scoffed. "I wish you both could stay longer," he added to his new friends, who were getting ready to leave.

"Same here, but there's a whole universe, plus other dimensions to explore," said Drax. "And we've been hiding _way_ too long."

The Corsair nodded. "Yeah, time to see what's out there and have some fun," he agreed.

Rafiki presented Dr. Whooves and Derpy a sack made out of tough leaves, and when they opened it, they found that it was filled with flower-shaped pale yellow crystals. "I believe this is why you original came here," he remarked.

"Chrysoberyl crystals!" Dr. Whooves exclaimed with delight, having completely forgotten about them. "Thank you!"

"After going out of your way to help us, it's the lest we can do," said Rafiki, smiling. "And you all are always welcome here," he added.

"And when you both next see Sunrise Blossom, tell her that we say hi," Timon added while giving Derpy a special gift that she promised that she would open at home.

"Yeah, we really do miss her and we hope we'll see her again some day," Pumbaa added.

After thanking them all while promising to let Sunrise Blossom know about their trip, and exchanging hugs, Princess Celestia and Princess Luna returned to Equestria by way of a magical portal, while Drax and the Corsair took off in their TARDIS, which was shaped like a large rock, and Dr. Whooves and Derpy left in their TARDIS, too.

* * *

"Well, that was an adventure I hadn't expected to have," Dr. Hooves remarked when they were back in the lab and he was getting ready to work on his machine again.

"It was certainly different, Doc," Derpy agreed and glanced at the time. "Oh no! If I don't leave, I'll miss out on the Running of the Leaves!" And she raced out the door.

Dr. Hooves stared after and then checked his calendar, discovering that she was right. "Great whickering stallions! Wait for me!" And he raced out of the lab after the pegasus to take part in the event. His machine could wait for another day.

Had either pony been paying attention, they would've noticed an extra cabinet in the lab, but they hadn't, and the moment they were gone, the door on the cabinet opened to let a pale light spill out over the floor. A dark figure stepped out of the cabinet and went to the center of the lab to look around.

' _Oh, Little Honor,'_ the figure thought with a smirk. _'Always playing scientist.'_ The figure went to one of the supplies cupboard, rooted around until it found what it was looking for, and then it went back to the cabinet, stepping back inside.

Once the door was shut, the cabinet disappeared with a trumpeting sound.

Who was that mysterious figure? What did the figure take? And was that figure a Time Lord?

* * *

A/N: And that's it for the revised story. See you either tomorrow or Monday! Later! ;) R&R everyone!


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